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As filed with the Securities and Exchange Commission on December 21, 1998.
Registration No. 333-02283
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MATRIA HEALTHCARE, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 58-2205984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 PARKWAY PLACE, 12TH FLOOR
MARIETTA, GEORGIA 30067
(Address of principal executive offices) (Zip Code)
MATRIA HEALTHCARE, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
ROBERTA L. MCCAW, ESQ.
VICE PRESIDENT -- LEGAL, GENERAl
COUNSEL AND SECRETARY
1850 PARKWAY PLACE, 12TH FLOOR
MARIETTA, GEORGIA 30067
(770) 767-4500
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
ANGELA M. WOO, ESQ.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3268
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DEREGISTRATION OF SECURITIES
Matria Healthcare, Inc. (the "Company") previously registered 3,250,000
shares (the "Shares") of the Company's common stock, par value $.01 per share,
together with associated common stock purchase rights (the "Common Stock"), on a
Registration Statement on Form S-8 (Registration No. 333-02283) (the "Form S-8")
filed with the Securities and Exchange Commission on April 4, 1996. The Shares
were registered for issuance pursuant to the terms of the Matria Healthcare,
Inc. 1996 Stock Incentive Plan (the "Plan"). Because the Board of Directors has
reserved an aggregate of only 1,000,000 of the 3,250,000 Shares for issuance
under the Plan, and does not intend to reserve any additional shares for such
issuance, this Post-effective Amendment No. 1 to the Form S-8 is being filed in
order to deregister the remaining 2,250,000 Shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
its registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Marietta, State of Georgia, on
December 21, 1998.
MATRIA HEALTHCARE, INC.
(Registrant)
By: /s/ Roberta L. McCaw
-------------------------------------
Name: Roberta L. McCaw
Title: Vice President -- Legal,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, as amended, has been signed by the following persons in
the capacities and on the dates indicated.
/s/ Donald R. Millard President, Chief Executive Officer December 17, 1998
- ------------------------------------ Chief Financial Officer and Director
Donald R. Millard
/s/ Yvonne V. Scoggins Vice President, Treasurer and December 17, 1998
- ------------------------------------ Chief Accounting Officer
Yvonne V. Scoggins (Principal Accounting Officer)
*/s/ Parker H. Petit Chairman of the Board of Directors December 17, 1998
- ------------------------------------
Parker H. Petit
/s/ Frank D. Powers Director December 17, 1998
- ------------------------------------
Frank D. Powers
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*/s/ Carl E. Sanders Director December 17, 1998
- ------------------------------------
Carl E. Sanders
*/s/ Jackie M. Ward Director December 17, 1998
- ------------------------------------
Jackie M. Ward
*/s/ Morris S. Weeden Director December 17, 1998
- ------------------------------------
Morris S. Weeden
*/s/ Frederick P. Zuspan Director December 17, 1998
- ------------------------------------
Frederick P. Zuspan
* By: /s/ Donald R. Millard
Donald R. Millard,
Attorney-in-fact